As filed with the Securities and Exchange Commission on May 21, 1998.
Registration No. 2-96361
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT No. 2
TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
HEWLETT-PACKARD COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 94-1081436
----------------------- -----------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)
3000 Hanover Street
Palo Alto, CA 94304
(Address, including zip code, of Registrant's principal executive offices)
1985 Incentive Compensation Plan
(Full title of the plans)
D. Craig Nordlund, Esq.
Associate General Counsel and Secretary
Hewlett-Packard Company
3000 Hanover Street
Palo Alto, CA 94304
(650) 857-1501
(Name,address and telephone number,including area code,of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
---------- ---------- --------- --------- ------------
See below* N/A* N/A* N/A* N/A*
* No additional securities are to be registered, and registration
fees were paid upon filing of the original Registration Statement No.
2-66780. Therefore, no further registration fee is required.
HEWLETT-PACKARD COMPANY
POST-EFFECTIVE AMENDMENT NO. 2 TO
REGISTRATION STATEMENT ON FORM S-8
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 (this "Amendment") to that
certain Registration Statement on Form S-8 (File No. 2-96361 the
"Registration Statement") is being filed pursuant to Rule 414 under the
Securities Act of 1933, as amended (the "Securities Act") by Hewlett-
Packard Company, a Delaware corporation ("Hewlett-Packard Delaware" or
the "Company"), which is the successor to Hewlett-Packard Company, a
California corporation ("Hewlett-Packard California"), following a
statutory merger effective on May 20, 1998 (the "Merger") for the
purpose of changing Hewlett-Packard California's state of incorporation.
Prior to the Merger, Hewlett-Packard Delaware had no assets or
liabilities other than nominal assets or liabilities. In connection
with the Merger, Hewlett-Packard Delaware succeeded by operation of law
to all of the assets and liabilities of Hewlett-Packard California. The
Merger was approved by the shareholders of Hewlett-Packard California at
a meeting for which proxies were solicited pursuant to Section 14(a) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Except as modified by this Amendment, Hewlett-Packard Delaware, by
virtue of this Amendment, expressly adopts the Registration Statement as
its own registration statement for all purposes of the Securities Act
and the Exchange Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this Amendment to
the Registration Statement the following documents and information
heretofore filed with the Securities and Exchange Commission:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended October 31, 1997, filed pursuant to Section 13 of the
Securities Exchange Act, as amended (the "Exchange Act").
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended January 31, 1998, filed pursuant to Section 13 of the
Exchange Act.
(c) The description of the Company's Common Stock contained in
the Company's Registration Statement under the Exchange Act filed
on or about November 6, 1957 and the Certificate of Incorporation
which appeared as Appendix B to the Company's Proxy Statement for
its Annual Meeting of Stockholders held on February 24, 1998.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act on or after the date of this
Amendment to the Registration Statements and prior to the filing of a
post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in this Amendment to the
Registration Statement and to be part hereof from the date of the filing
of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnifications of Directors and Officers.
The Company's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law
provides that directors of a corporation will not be personally liable
for monetary damages for breach of their fiduciary duties as directors,
except for liability (i) for any breach of their duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good
faith or that involve intentional misconduct or a knowing violation of
law, (iii) for unlawful payments of dividends or unlawful stock
repurchases or redemptions as provided in Section 174 of the General
Corporation Law of Delaware, or (iv) for any transaction from which the
director derived an improper personal benefit.
The Company's Bylaws provide that the Company shall indemnify its
directors and officers and may indemnify its employees and other agents
to the fullest extent permitted by law. The Company believes that
indemnification under its Bylaws covers at least negligence and gross
negligence on the part of indemnified parties. The Company's Bylaws
also permit the Company to secure insurance on behalf of any officer,
director, employee or other agent for any liability arising out of his
or her actions in such capacity, regardless of whether the Company would
have the power to indemnify him or her against such liability under the
General Corporation Law of Delaware. The Company maintains insurance
covering its directors and officers against certain liabilities incurred
by them in their capacities as such, including among other things,
certain liabilities under the Securities Act. The Company currently has
secured such insurance on behalf of its officers and directors.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
------- -----------------------------------------------------
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel.
24.1 Power of Attorney. (See Power of Attorney
on Signature Page.)
Item 9. Undertakings.
(a) Rule 415 Offering.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement to include any material
information with respect to the plan of distribution
not previously disclosed in the registration statement
or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time shall
be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) Filings Incorporating Subsequent Exchange Act Documents by
Reference.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to section 15(d) of
the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(c) Undertakings for Registration Statement on Form S-8.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Post-Effective Amendment No. 2 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Palo Alto, State of California, on this 15th day of May 1998.
HEWLETT-PACKARD COMPANY
/s/ D. Craig Nordlund
By: -------------------------
D. Craig Nordlund
Associate General Counsel
and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints D. Craig Nordlund and Ann O.
Baskins, jointly and severally his or her attorneys-in fact, with full
power of substitution, for him or her in any and all capacities, to sign
any amendments to the Registration Statement or this Post-Effective
Amendment No. 2 to the Registration Statement, and to file the same,
with exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming
all that said attorneys-in-fact, or his or her substitute or substitutes,
may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No.2 to the Registration Statement has been
signed on the 15th day of May 1998 by the following persons in the
capacities indicated.
Signature Title Date
--------- ----- ----
/s/Lewis E. Platt Chairman, President and May 15, 1998
-------------------- Chief Executive Officer
Lewis E. Platt (Principal Executive Officer)
/s/ Robert P. Wayman Executive Vice President, May 15, 1998
-------------------- Finance and Administration
Robert P. Wayman (Chief Financial Officer)
and Director
/s/Raymond W. Cookingham Vice President and Controller May 15, 1998
------------------------ (Principal Accounting Officer)
Raymond W. Cookingham
/s/Philip M. Condit Director May 15, 1998
------------------------
Philip M. Condit
/s/Thomas E. Everhart Director May 15, 1998
------------------------
Thomas E. Everhart
/s/John B. Fery Director May 15, 1998
------------------------
John B. Fery
/s/Jean-Paul G. Gimon Director May 15, 1998
------------------------
Jean-Paul G. Gimon
/s/Sam Ginn Director May 15, 1998
------------------------
Sam Ginn
/s/Richard A. Hackborn Director May 15, 1998
------------------------
Richard A. Hackborn
/s/Walter B. Hewlett Director May 15, 1998
------------------------
Walter B. Hewlett
/s/George A. Keyworth II Director May 15, 1998
------------------------
George A. Keyworth II
/s/ David M. Lawrence,M.D. Director May 15, 1998
--------------------------
David M. Lawrence, M.D.
Director
--------------------------
Susan P. Orr
/s/David W. Packard Director May 15, 1998
--------------------------
David W. Packard
<PAGE>
REGISTRATION STATEMENT ON FORM S-8
HEWLETT-PACKARD COMPANY
INDEX TO EXHIBITS
Exhibit No. Description
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel.
24.1 Power of Attorney. (See Power of Attorney
on Signature Page.)
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Hewlett-Packard Company of our report dated
November 17, 1997, which appears on page 54 of Hewlett-Packard's 1997
Annual Report to Shareholders, which is incorporated by reference in
its Annual Report on Form 10-K for the year ended October 31, 1997.
/s/ Price Waterhouse LLP
------------------------
PRICE WATERHOUSE LLP
San Jose, California
May 18, 1998
<PAGE>
Exhibit 23.2
May 20, 1998
Hewlett-Packard Company
3000 Hanover Street
Palo Alto, California 94304
Re: Post-Effective Amendment No. 2 to Registration Statement on Form S-8
Ladies and Gentlemen:
I have examined the Post-Effective Amendment No. 2 to Registration
Statement on Form S-8 (the "Registration Statement") to be filed by
Hewlett-Packard Company, a Delaware corporation (the "Company"), with
the Securities and Exchange Commission on or about May 20, 1998 in
connection with the registration under the Securities Act of 1933,
as amended, of shares of the Company's Common Stock, $0.01 par value
(the "Shares"), reserved for issuance pursuant to the Company's 1985
Incentive Compensation Plan, which Shares were registered by Hewlett-
Packard Company, a California corporation, prior to the reincorporation
into Delaware.
It is my opinion that, upon completion of the actions being taken, or
contemplated by us as your counsel to be taken prior to the issuance of
the Shares, and upon completion of the actions being taken in order to
permit such transactions to be carried out in accordance with the
securities laws of the various states where required, the Shares will be
legally and validly issued, fully paid and nonassessable.
You are further advised that I consent to the use of this opinion as an
exhibit to the above-mentioned Registration Statement.
Very truly yours,
/s/ Ann O. Baskins
---------------------------
Ann O. Baskins
Assistant Secretary
and Senior Managing Counsel
